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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): (May 12, 2025)
Month 1, 2025
THE GOODYEAR TIRE & RUBBER COMPANY
(Exact name of registrant as specified in its charter)
| Ohio | 1-1927 | 34-0253240 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 200 Innovation Way, Akron, Ohio | 44316-0001 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (330) 796-2121
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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| Common Stock, Without Par Value | GT | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 12, 2025, Jason J. Winkler was elected to the Board of Directors of The Goodyear Tire & Rubber Company, effective on May 15, 2025, to a term expiring at the 2026 Annual Meeting of Shareholders. Mr. Winkler will join the Audit Committee and the Committee on Corporate Responsibility and Compliance of the Board of Directors. Mr. Winkler will receive the compensation established from time-to-time for non-employee directors.
A copy of the news release announcing Mr. Winkler’s election, which includes some biographical information, is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| 99.1 | News release, dated May 16, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE GOODYEAR TIRE & RUBBER COMPANY | ||||||
| Date: May 16, 2025 | By: | /s/ Daniel T. Young |
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| Daniel T. Young | ||||||
| Secretary | ||||||
Exhibit 99.1
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| NEWS RELEASE
JASON J. WINKLER ELECTED TO GOODYEAR BOARD
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FOR IMMEDIATE RELEASE
> GLOBAL HEADQUARTERS: 200 INNOVATION WAY, AKRON, OHIO 44316-0001
> MEDIA WEBSITE: WWW.GOODYEARNEWSROOM.COM
> CONTACT: DOUG GRASSIAN 330.796.3855 DOUG_GRASSIAN@GOODYEAR.COM |
Akron, Ohio, May 16, 2025 – The Goodyear Tire & Rubber Company today announced the election of Jason J. Winkler, executive vice president and chief financial officer of Motorola Solutions, to its Board of Directors, effective May 15, 2025. Winkler will join the board’s Audit Committee and Committee on Corporate Responsibility and Compliance.
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| “We are pleased to welcome Jason Winkler to Goodyear’s Board of Directors,” said Chairman of the Board Laurette T. Koellner. “His extensive global finance leadership experience will be an incredible asset as Goodyear continues to drive substantial company and shareholder value by delivering significant margin expansion, an optimized portfolio and reduced leverage under the Goodyear Forward transformation plan.”
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| Since joining Motorola in 2001, Winkler has held numerous financial leadership positions across investor relations, global channel management, mergers and acquisitions, and product operations. He also led finance for the company’s product and sales organization as senior vice president. In his current role, Winkler oversees Motorola Solutions’ financial strategy and leads its finance, supply chain and information technology functions. He has helped drive significant transformation at the company with growth, margin expansion and balance sheet improvements that have contributed to strong shareholder returns. Prior to Motorola, he worked at Oracle and Hewitt Associates, now AON.
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| He holds a bachelor’s degree in business administration from Valparaiso University and an MBA from the University of Chicago’s Booth School of Business. | ||
| About The Goodyear Tire & Rubber Company | ||
| Goodyear is one of the world’s largest tire companies. It employs about 68,000 people and manufactures its products in 53 facilities in 20 countries around the world. Its two Innovation Centers in Akron, Ohio, and Colmar-Berg, Luxembourg, strive to develop state-of-the-art products and services that set the technology and performance standard for the industry. For more information about Goodyear and its products, go to www.goodyear.com/corporate. | ||
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